ROLLOVER AGREEMENTRollover Agreement • September 25th, 2015 • Deng Zhonghan • Semiconductors & related devices • New York
This ROLLOVER AGREEMENT (this “Agreement”), by and among Vimicro China (Parent) Limited, an exempted company incorporated in the Cayman Islands (“Parent”), Vimicro China Acquisition Limited, an exempted company incorporated in the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholders of Vimicro International Corporation, an exempted company incorporated in the Cayman Islands (the “Company”), listed on the signature page hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”), is made and entered into as of September 15, 2015. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
VOTING AGREEMENTVoting Agreement • September 25th, 2015 • Deng Zhonghan • Semiconductors & related devices • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of September 15, 2015 by and among Vimicro China (Parent) Limited, a company incorporated under the laws of the Cayman Islands (“Parent”), Vimicro China Acquisition Limited, a company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and Vimicro Tianjin Corporation, a company incorporated under the laws of the British Virgin Islands (“Holdco”) and Xiaodong (Dave) Yang, a citizen of the People’s Republic of China (“Mr. Yang”, together with the Holdco, collectively, the “Shareholders” and each a “Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
COMMITMENT LETTER September 15, 2015Deng Zhonghan • September 25th, 2015 • Semiconductors & related devices • New York
This letter agreement sets forth the commitment of Alpha Spring Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“Sponsor”), subject to the terms and conditions contained herein, to extend a loan to Vimicro China (Parent) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), among Vimicro International Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Parent and Vimicro China Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and i
VOTING AGREEMENTVoting Agreement • September 25th, 2015 • Deng Zhonghan • Semiconductors & related devices • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of September 15, 2015 by and among Vimicro China (Parent) Limited, a company incorporated under the laws of the Cayman Islands (“Parent”), Vimicro China Acquisition Limited, a company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and Alpha Spring Limited, a company incorporated under the laws of the British Virgin Islands (the “Shareholder”) and, solely for purposes of Section 6.4 hereof, Nantong Zongyi Investment Co., Ltd. and Shengda Zan (collectively, the “Indirect Owners”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR LIMITED GUARANTEESponsor Limited Guarantee • September 25th, 2015 • Deng Zhonghan • Semiconductors & related devices • New York
SPONSOR LIMITED GUARANTEE, dated as of September 15, 2015 (this "Sponsor Limited Guarantee"), by Alpha Spring Limited, a limited liability company incorporated under the laws of the British Virgin Islands, and Nantong Zongyi Investment Co., Ltd., a limited company incorporated under the laws of People’s Republic of China (each, a “Guarantor” and collectively, the "Sponsor Guarantor" or the "Guarantors") in favor of Vimicro International Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Guaranteed Party"). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
FOUNDER LIMITED GUARANTEEFounder Limited Guarantee • September 25th, 2015 • Deng Zhonghan • Semiconductors & related devices • New York
FOUNDER LIMITED GUARANTEE, dated as of September 15, 2015 (this "Founder Limited Guarantee"), by the persons listed on Schedule A (each, a "Guarantor" and collectively, the “Founder Guarantor” or the "Guarantors") in favor of Vimicro International Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Guaranteed Party"). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
